HomeMy WebLinkAboutProfessional Services Agreement with Kevin Patrick Kirk Inc for Musical Talent for Concerts on BroadwayPROFESSIONAL SERVICES AGREEMENT
MUSICAL TALENT FOR CONCERTS ON BROADWAY
This PROFESSIONAL SERVICES AGREEMENT — MUSICAL TALENT FOR
CONCERTS ON BROADWAY ("Agreement") is made this 14th day of June, 2011 C'Effective Date'"),
by and between the City of Meridian, a municipal corporation organized under the laws of the State of
Idaho ("City") and Kevin Patrick Kirk, Inc, a corporation organized under the laws of the State of Idaho,
whose address is 1606 N. 17th St., Boise, Idaho ("Promoter").
WHEREAS, the City desires that the plaza at Meridian City Hall serve as a place where members
of the community can gather to enjoy downtown Meridian and to take part in the arts, and to that end, the
Meridian Arts Commission is presenting Concerts on Broadway, a series of concerts to be held in the
Meridian City Hall plaza during the Wier,- and
WHEREAS, the Parties mutually desire to present, as part of Concerts on Broadway, the music of
Kevin Kirk & Onomatopoeia, a seven -piece band speciali2i"ng in the performance of jazz music, with the
Meridian Symphony Orchestra, an orchestra specializing in the perflormance, of classical and instrumental
music;
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NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged and agreed, and in consideration of the mutual promises and covenants herein
contained, the Parties agree as follows:
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A. Performance. Kevin Kirk & Onomatopoeia, With Meridian Symphony Orchestra, shall perform
for the public approximately ten (10) songs, from 7:00 p.m. to at least 8:30 p.m., on Saturday, July
% 2011, in the plaza at Meridian City Hall, at 33 E. Broadway, Meridian, Idaho, with one fifteen -
minute break during this time. In case of inclement weather, the venue will be moved to an indoor
location to be determined and agreed upon tel by the Parties.
B. Sound system; set up and sound checks. City shall provide, set up, and operate any and all
sound systems and equipment necessary to electronically amplify music and spoken
announcements. City shall set up sound systems and/or related equipment by 5:00 p.m. on July 9,
2011, and Kevin Kirk & Onomatopoeia may rehearse and/or perform sound checks at that time.
All set-up, rehearsal, and/or sound checks shall be completed by 6:30 p.m. Kevin Kirk &
Onomatopoeia will require one hour to complete set up and sound check prior to 6:30 p.m.
C. Risers. If Promoter elects to use risen to elevate the musicians, Promoter shall provide and set up
such risers, and shall utilize such materials necessary to protect City facilities from any and all
damage flxTeftom.
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A. Total amount. City shall make total payment to Promoter for services rendered pursuant to this
PROFESSIONAL SERVICES AGREEMENT - KEVIN KIRWONomATopoEm, CONCEM ON BROADWAY PAGE I of 5
Agreement in the amount of three thousand five hundred dollars ($3,500.00). This payment shall
constitute full compensation from City to Promoter and/or to the members of Ke Kirk &
Onomatopoeia for any and all services, costs, and expenses related to servicesperformed under
this Agreement. Promoter and/or the respective members of Kevin Kirk & Onomatopoeia shall be
responsible for payment of any and all taxes due and owing for payment received under this
Agreement.
B. Cancellation of event If Ke Kirk & Onimmtopoeia is present andprepared to perform at the
time, date,, and place,, and in accordance with the terms set forth herein, City shall pay Promoter in
the amount set forth herein, even if the event is cancelled due to unforeseen events not caused by
Promoter or the members of KeWn Kirk & Onomatopoeia. Any decision regarding whether to
cancel the performance shall be made no earlier than 630 p -m. on July 9, 2011.
C. Method of payment Following the July 9, 2011 performance, Kevin Kirk shall provide City
with a completed W-9 form and an invoice for the amount of three thousand five hundred dollars
($3,500.00) for services provided, which City shall pay within thirty (30) days of receipt thereof.
Payment of all taxes and other assessments on such sums shall be the sole responsibility of
Promoter.
A. Plaza. City shall provide for the performance the outdoor plaza on the east side of Meridian City
Hall,, 33 E. Broadway, Meridian, Idaho ("venues'), which is an outdoor,open, public venue.
Promoter shall be solely responsible for any and all measures necesmy to protect equipment,
instruments, and Kevin Kirk & Onomatopoeia members from damage due to weather and other
conditions that do or may exist. Members of the Meridian Symphony will be solely responsible
for any and all measures necessary to protea their equipment, instruments, and persons from
damage due to weather and other conditions that do or may exist.
B. Public venue. Promoter acknowledges that the venue is a public place and that all members of
the public shall be 'Invited to attend. To this end, the members of KeWn Kirk & Onomatopoeia
shall perform such material and m* such a manner as shall be appropriate for all ages, values, and
sensibilities. Kevin Kirk & Onomatopoeia's performance and attire shall not include language,
attire, and/or behavior that is profane, sexual, violent, or discriminatory.
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co City policy applies. Promoter and KeWn Kirk & Onomatopoeia shall comply with all City
policies and codes applicable to use of City property and facilities, including, but not limited to,
policies of the Meridian Parks and Recreation Department, and any requirements of the City
Building Maintenance Technician, which requirements shall be reasonable and for the purpose of
protecting City facilities and property.
D. Photography and recording. City shall be authorized to photograph, record, video tape,
reproduce, transmit, or disseminate, in or from the ply the paformance solely for educational
and public information purposes. City shall not be responsible for the actions of persons who are
not under its employment or control.
PROFESSIONAL SERVICES AGREEmENT -- KEVIN KnWONomAToPoEiA, CONCERTS ON BRoA]DwAy PAGE 2 of 5
E. Merchandising. Promoter and/Of Kevin Kirk & Onomatopoeia shall be authorized to sell albums
and/or merchandising material at the •Performance, and may retain the proceeds of such sales. City
respectfully requests that twenty percent (2o%a) of any proceeds from merchandise sold at the
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Concerts on Broadway event be voluntarily donated to the Meridian Am Commission. Promoter
and Kewn Kirk & Onomatopoeia shall be responsible for- -ng all
payt sales and odw taxes due and
owing on the proceeds from merchandise sold.
A. Time of the essence. Promoter acknowledges that services provided under this Agreement shall be
performed in a timely manner. I'he Parties acknowledge and agree that time is strictly of the essence
with respect to this Agreement, and that the failure to timely perform any of the obligations hereunder
shall constitute a breach of, and a default under, this Agreement by the party so failing to perform.
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See, e.g., section I.B., requiring one (1) hour of set up and sound check time prior to 6:30 p.m.
B. Promotion of event. City shall promote the performance in community promotional materials and
avenues, including the City newsletter, City website, Meridian Parks & Reareation Department
Activity Guide, and local media and event calendars. Promoter may undertake additionalpromotional
activities at his own expense and effort, subject only to the limitations set forth herein. City hereby
conveys to Promoter permission to use City"s name in all forms and media and in all manners, without
violation of City's respective rights of privacy or any other rights City may possess in connection with
its role in the production of Concerts, on Broadway, except that City's logo may not be used in any
manner whatsoever without the express, written consent of the Mayor's Executive Assistant. To the
extent practicable, Promoter shall be given the opportunity to review, for purposes of accuracy, and
approve all promotional materials in advance of their publication, broadcast or dissemination. The
band shall be listed as "Kevin Kirk & Onomatopoeia 71 in all promotional materials that are created by
City or within the City's control.
C. Subcontracting or assignment of obligations. Promoter shall not subcontract or assign any of the
obligations of Kevin Kirk & Onomatopoeia under this Agreement related to or that may relate to the
band's talent or expertise. Promoter may subcontract or assign obligations that do not require the
band's artistic talent or expertise, including, but not limited to, such obligations as transport and set-up
of special equipment and/or instruments. Any subconu-mor or assignee shall be bound by all the
terms and conditions of this Agreement.
D. Non -waiver of breach. A waiver of any breach or default of any provision of this Agreement shall
not be construed as a waiver of a breach of the same or any other provision hereof.
E. ]Indemnification. Promoter shall, and hereby does, indemnifs, save, and hold harmless the City and
any and all of its employees, agents, vol-unteers, and/or elected officials firom any and all losses,
claims,, and judgments for damages or injury to persons or property, and from any and all losses and
expenses caused or incurred by Promoter and/or Kevin Kirk & Onomatopoeia, their assistants,
servants, agents, employees, guests, and/or business invitees, in connection with this Agreement or
'Acti-SAtit--us related thereto. Promoter and each member of Kevin Kirk & Onomatopoeia acknowledge
activities %W
PROFESSIONAL SERvicEs AGREEMENT - KEviN KiRK/CwomATopoEm, COWERTS ON BROADwAy PAGE 3 of 5
that provision of the services described hereunderpresents risks, some of which are unknown, and do
agree to assume all such known or unknown risks.
F. Waiver. Except as to rights held under the terms of this Agreement, Promoter and each memberof
Kevin Kirk & Onomatopoeia shall, and hereby do, waive any and all claims and recourse against City;
including the right of contribution for loss and damage to persons or property arising from, growing
out of, or in any way connected with or incident the performance of this Agreement, whether such loss
or damage may be attributable to known or unknown conditions, except for liability arising out of
concurrent or sole negligence of City or its officers, agents or employees.
G. Relationship of Part*&%. Promoter and each member of Kevin Kirk & Onognampoeia is an
independent contractor and is not an employee, agent joint venturer, or partner of City. Nothing in
this Agreement shall be interpreted Or construed as creating or establishing the relationship of
employer and employee between Promoter or any member of Kevin Kirk & Onomatopoeia and City
or any official, agent or employee of City. Promoter and Kevin Kirk & Onomatopoeia shall retain the
right to perform services for odws- during the term of this Agreement.
H. Compliance with law, Throughout the course of this Agreement, Promoter and each member of
Kevin Kirk & Onomatopoeia shall comply with any and all applicable federal, state, and local laws.
L Non -Discrimination. Throughout the course of this Agreement, neither Promoter nor any member of
Kevin Kirk & Onomatopoeia shall discn,*minate against any person as. to race, creed, religion, sex, age,
national origin, sexual orientation or any physical, mental, or sensory handicap.
J. Entire Agreement. This Agreement constitutes the entire understanding between the Parties. This
Agreement supersedes any and all statements, promises, or inducements made by either party, or
agents of either party, whether oral or written, whether previous to the execution hereof or
contemporaneous herewith. The terms of this Agreement may not be enlarged, modified or altered
except upon written agreement signed by both parties hereto.
K Costs and attorneys' fees. If either party brings any action or proceedings to enforce,, protect or
establish any right or remedy under the terms and conditions of this Agreement, the prevailing party
shall be entitled to recover reasonable costs and attorneys' fees, as determined by a court of competent
jurisdiction, in addition to any other relief awarded.
L. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity,
interpretation, performance and enforcement of this Agreement. Venue shall be in the courts of Ada
County; Idaho.
M. Cumulative rights and remedies. All rights and remedies herein enumerated shall be cumulative and
none shall exclude any other right or remedy allowed by law. Likewise, the exercise of any remedy
provided for herein or allowed by law shall not be to the exclusion of any other remedy.
N. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be
illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected.
PROFESSIONAL SERVICES AGREEMENT -- KEVIN KAZWONomATopoELA., CONCERTS ON BROADwAy PAGE 4 of 5
0. Successors and assigns. All of the terms, provisions, covenants and conditions of this Agreement
shall inure to the benefit of, and shall be binding upon, each party and their successors, assigns, legal
representatives, heirs, executors, and administrators.
P. Notice. Any and all notice required to be provided by either of the Parties hereto, unless otherwise
stated in this Agreement, shall be in writing and shall be deemed communicated upon mailing by
United States Mail, addressed as follows:
City:
City of Meridian
Emily Kane, Deputy City Attorney
33 E. Broadway Avenue
Meridian, Idaho 83642
Phone: (208) 898-5506
Promoter
Kevin Kirk for Kevin Patrick Kirk, Incorporated
1606 N. 17th St.
Boise, Idaho 83702
Phone: (208) 761-7536
E-mail: kevinidrlanusic@gmail.com
E-mail: ekane@meridiancity-org
Either party may change its address for the purpose of this section by
giving written notice of such
change in the manner herein provided.
Q. Warranty of authority. Promoter expressly warrants that, to the extent set forth herein,, he is duly
authorized to act as the representative and agent of Kevin Kirk & Onomatopoeia and each and every
member thereof. Promoter further warrants that he isauthorized to bind KeWn Kirk & Onomatopoeia
and its members to the obligations set forth herein, and to accept the liabilities as established herein on
behalf of Kevin Kirk & Onomatopoeia and its members.
R. City Council approval required. The validity of this Agreement shall be expressly conditioned upon
City Council action approving the Agreement. Execution of this Agreement by the persons referenced
belowprior to such ratification or approval shall not be construed as proof of validity in the absence of
Meridian City Council approval.
IN WITNESS OF, the parties hereto have executed this Agreement on the 14th day of
June, 2011.
PROMO R.
.... ...... ....... .......
Kevin Kirk President , , j _ °_:`
Kevin Patrick Kirk, Inc.
CITY OF M[ERIDIANO
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BY:
"'�.\lolra7ytee man, City Clerk
Tammy tyleid, Mayor
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